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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000822/0000950116-00-002091/0000950116-00-002091.txt : 20000922
<SEC-HEADER>0000950116-00-002091.hdr.sgml : 20000922
ACCESSION NUMBER:		0000950116-00-002091
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20000630
FILED AS OF DATE:		20000821

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONSOLIDATED DELIVERY & LOGISTICS INC
		CENTRAL INDEX KEY:			0001000779
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4213
]		IRS NUMBER:				223350958
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-14823
			FILM NUMBER:		707250
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		380 ALLWOOD ROAD
				CITY:			CLIFTON
				STATE:			NJ
				ZIP:			07012
				BUSINESS PHONE:		9734711005
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		380 ALLWOOD ROAD
					CITY:			CLIFTON
					STATE:			NJ
					ZIP:			07012
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q
<TEXT>

<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 10-Q


(Mark One)

[x] Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange
    Act of 1934 For the quarterly period ended June 30, 2000 or
                                               -------------

[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
    Exchange Act of 1934 For the transition period from _________ to_________


Commission File Number:    0-26954
                           -------

                                   CD&L, INC.
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


            Delaware                                    22-3350958
- -------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)



      80 Wesley Street
South Hackensack, New Jersey                               07606
- ----------------------------                             ----------
   (Address of principal                                 (Zip Code)
    executive offices)

                                 (201) 487-7740
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                     CONSOLIDATED DELIVERY & LOGISTICS, INC.
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No___

         The number of shares of common stock of the Registrant, par value $.001
per share, outstanding as of August 4, 2000 was 7,353,458.


<PAGE>

                                   CD&L, INC.
                  FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000

                                      INDEX
<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----
<S>                                                                                            <C>
Part I - Financial Information (unaudited)

         Item 1 - Financial Statements

           CD&L, Inc. and Subsidiaries
              Condensed Consolidated Balance Sheets as of June 30, 2000 and
                    December 31, 1999                                                            3
              Condensed Consolidated Statements of Operations for the Three and Six
                    Months Ended June 30, 2000 and 1999                                          4
              Condensed Consolidated Statements of Cash Flows for the Six
                    Months Ended June 30, 2000 and 1999                                          5
              Notes to Condensed Consolidated Financial Statements                               6

         Item 2 - Management's Discussion and Analysis of Financial Condition and Results
                        of Operations                                                            9

Part II - Other Information

         Item 1 - Legal Proceedings                                                             13

         Item 4 - Submission of Matters to a Vote of Security Holders                           14

         Item 6 - Exhibits and Reports on Form 8-K                                              14

Signature                                                                                       15

</TABLE>

                                       2
<PAGE>


                           CD&L, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (In thousands, except share information)

<TABLE>
<CAPTION>
                                                                        June 30,          December 31,
                                                                          2000                1999
                                                                      -----------         ------------
                                                                      (Unaudited)          (Note 1)
<S>                                                                      <C>                  <C>
                             ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                             $   515            $   339
  Accounts receivable, net                                               28,251             27,560
  Prepaid expenses and other current assets                               3,419              4,321
                                                                        -------            -------
    Total current assets                                                 32,185             32,220

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                                 5,839              6,624
INTANGIBLE ASSETS, net                                                   27,166             27,932
OTHER ASSETS                                                              2,034              2,010
                                                                        -------            -------
    Total assets                                                        $67,224            $68,786
                                                                        =======            =======

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Short-term borrowings                                                 $ 9,755            $ 7,188
  Current maturities of long-term debt                                    5,684              2,513
  Accounts payable and accrued liabilities                               14,603             16,530
                                                                        -------            -------
    Total current liabilities                                            30,042             26,231

LONG-TERM DEBT                                                           19,314             22,885
OTHER LONG-TERM LIABILITIES                                               1,481              2,301
                                                                        -------            -------
    Total liabilities                                                    50,837             51,417
                                                                        -------            -------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Preferred stock, $.001 par value; 2,000,000 shares
   authorized; no shares issued and outstanding                               -                  -
 Common stock, $.001 par value; 30,000,000 shares
   authorized; 7,382,825 shares issued and 7,353,458 shares
   outstanding at June 30, 2000 and December 31, 1999                         7                  7
 Additional paid-in capital                                              12,721             12,721
 Treasury stock, 29,367 shares at cost                                     (162)              (162)
 Retained earnings                                                        3,821              4,803
                                                                        -------            -------
    Total stockholders' equity                                           16,387             17,369
                                                                        -------            -------
    Total liabilities and stockholders' equity                          $67,224            $68,786
                                                                        =======            =======

</TABLE>



     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>


                           CD&L, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                             For the Three Months          For the Six Months
                                                    Ended                        Ended
                                                   June 30,                     June 30,
                                             --------------------         --------------------
                                               2000        1999              2000       1999
                                             --------    --------         ---------   --------
<S>                                            <C>         <C>              <C>         <C>
Revenue                                      $58,767    $55,848           $118,769   $107,155

Cost of revenue                               45,271     42,644             92,131     82,198
                                             -------    -------           --------   --------

  Gross profit                                13,496     13,204             26,638     24,957

Selling, general, and
   administrative expenses                    11,375     10,158             24,394     19,913
Depreciation and amortization                  1,117      1,063              2,252      2,082
                                             -------    -------           --------   --------

  Operating income (loss)                      1,004      1,983                 (8)     2,962

Other (income) expense:
  Interest expense                               969        878              1,853      1,525
  Other income, net                             (178)       (81)              (224)      (315)
                                             -------    -------           --------   --------

Income (loss) before provision
   (benefit) for income taxes                    213      1,186             (1,637)     1,752

Provision (benefit) for income taxes              85        451               (655)       675
                                             -------    -------           --------   --------

Net income (loss)                               $128       $735              $(982)    $1,077
                                             =======    =======           ========   ========

Net income (loss) per share:
  Basic                                         $.02       $.10              $(.13)      $.15
                                             =======    =======           ========   ========
  Diluted                                       $.02       $.09              $(.13)      $.14
                                             =======    =======           ========   ========

Basic weighted average common
   shares outstanding                          7,353      7,246              7,353      7,095
                                             =======    =======           ========   ========
Diluted weighted average common
   shares outstanding                          7,915      7,962              7,353      7,710
                                             =======    =======           ========   ========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>


                           CD&L, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                       For the Six Months
                                                                                         Ended June 30,
                                                                                  ----------------------------
                                                                                    2000                1999
                                                                                  --------            --------
<S>                                                                                  <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income                                                                 $  (982)            $ 1,077
Adjustments to reconcile net (loss) income to net cash (used in)
       provided by operating activities -
    Gain on disposal of equipment and leasehold improvements                          (41)                (31)
    Depreciation and amortization                                                   2,252               2,082
    Changes in operating assets and liabilities
      (Increase) decrease in -
        Accounts receivable, net                                                     (691)               (479)
        Prepaid expenses and other current assets                                     902                (344)
        Other assets                                                                   49                (609)
      Increase (decrease) in -
        Accounts payable and accrued liabilities                                   (1,927)              1,140
        Other long-term liabilities                                                  (322)                133
                                                                                  -------             -------
          Net cash (used in) provided by operating activities                        (760)              2,969
                                                                                  -------             -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment and leasehold improvements                           76                 166
  Purchase of businesses, net of cash acquired                                          -              (6,438)
  Additions to equipment and leasehold improvements                                  (809)             (1,065)
                                                                                  -------             -------
          Net cash used in investing activities                                      (733)             (7,337)
                                                                                  -------             -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term borrowings (repayments), net                                           2,567              (7,812)
  Borrowing of long-term debt                                                           -              15,000
  Repayments of long-term debt                                                       (898)             (2,214)
  Issuance of stock warrants in connection with long-term financing                     -                 885
  Issuance of stock                                                                     -                 267
  Deferred financing costs                                                              -              (1,363)
                                                                                  -------             -------
          Net cash provided by financing activities                                 1,669               4,763
                                                                                  -------             -------

          Net increase in cash and cash equivalents                                   176                 395
CASH AND CASH EQUIVALENTS, beginning of period                                        339                 295
                                                                                  -------             -------
CASH AND CASH EQUIVALENTS, end of period                                          $   515             $   690
                                                                                  =======             =======
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>


                           CD&L, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)  BASIS OF PRESENTATION:

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted accounting principles
     for interim financial information and with the instructions to Form 10-Q
     and Article 10 of Regulation S-X. Accordingly, they do not include all of
     the information and footnotes required by generally accepted accounting
     principles for complete financial statements. The condensed consolidated
     balance sheet at December 31, 1999 has been derived from the audited
     financial statements at that date. In the opinion of management, all
     adjustments (consisting of normal recurring adjustments) considered
     necessary for a fair presentation have been included. Operating results for
     the three and six months ended June 30, 2000 are not necessarily indicative
     of the results that may be expected for any other interim period or for the
     year ending December 31, 2000. For further information, refer to the
     consolidated financial statements and footnotes thereto included in the
     CD&L, Inc. (the "Company" or "CD&L") Form 10-K for the year ended December
     31, 1999.

     Certain prior year amounts have been reclassified in order to conform to
     the current year presentation.

(2)  SHORT-TERM BORROWINGS:

     Effective as of January 1, 2000, CD&L and First Union Commercial
     Corporation ("First Union") modified the Loan and Security Agreement (the
     "First Union Agreement") entered into on July 14, 1997 to change the
     covenants and financial ratios that the Company must maintain. Under the
     terms of the First Union Agreement, as amended, the Company is in
     compliance with all such covenants and financial ratios as of and for the
     six months ended June 30, 2000.

(3)  LONG-TERM DEBT:

     On January 29, 1999, the Company completed a $15 million private placement
     of senior subordinated notes and warrants (the "Senior Notes") with three
     financial institutions. The Senior Notes bear interest at 12% per annum and
     are subordinate to all senior debt including the Company's credit facility
     with First Union. The Senior Notes mature on January 29, 2006 and may be
     prepaid by the Company under certain circumstances. The warrants expire
     January 19, 2009 and are exercisable at any time prior to expiration at a
     price of $.001 per equivalent share of common stock for an aggregate of
     506,250 shares of the Company's stock, subject to additional adjustments.
     The Company has recorded the fair value of the warrants as a credit to
     additional paid-in-capital and a debt discount on the Senior Notes. Under
     the terms of the Senior Notes, the Company is required to maintain certain
     financial ratios and comply with other financial conditions. Effective as
     of January 1, 2000, CD&L and the note holders modified the Senior
     Subordinated Loan Agreement (the "Senior Note Agreement") entered into on
     January 29, 1999 to change the financial ratios and conditions that the
     Company must comply with and increased the interest rate on the Senior
     Notes to 13% per annum. Under the terms of the Senior Note Agreement, as
     amended, the Company is in compliance with all such financial ratios and
     conditions as of and for the six months ended June 30, 2000.

(4)  REPORTABLE SEGMENTS:

     CD&L has two reportable segments: Air and Ground. Separate management of
     each segment is required because each business unit is subject to different
     cost and delivery parameters.

                                       6
<PAGE>

     Segment information for the three and six month periods ended June 30, 2000
     and 1999 is as follows (in thousands):

<TABLE>
<CAPTION>
                                            Three Months Ended                          Six Months Ended
                                  ---------------------------------------      ------------------------------------
                                      Air         Ground        Total              Air       Ground       Total
                                  ------------- ------------ ------------      ----------- ----------- ------------
<S>                                   <C>          <C>          <C>                <C>         <C>         <C>
     Revenue from
       external customers
           2000                    $16,831      $41,936      $58,767          $33,889     $84,880     $118,769
           1999                     16,918       38,930       55,848           31,941      75,214      107,155
     Intersegment revenue
           2000                         11          430          441              129       1,092        1,221
           1999                         25          417          442               38         765          803
     Interest expense
           2000                        278          691          969              529       1,324        1,853
           1999                        266          612          878              455       1,070        1,525
     Depreciation and
           amortization
           2000                        191          926        1,117              401       1,851        2,252
           1999                        180          883        1,063              385       1,697        2,082
     Segment profit (loss)
           2000                        111           17          128              127      (1,109)        (982)
           1999                        133          602          735              181         896        1,077
     Segment assets
       June 30, 2000                19,459       47,765       67,224           19,459      47,765       67,224
       Dec. 31, 1999                19,893       48,893       68,786           19,893      48,893       68,786
     Expenditures for
       segment assets
           2000                        156          335          491              312         497          809
           1999                      (257)          615          358              166         899        1,065
</TABLE>

(5)  LITIGATION:

     In February 1996, Liberty Mutual Insurance Company ("Liberty Mutual") filed
     an action against Securities Courier Corporation ("Securities"), a
     subsidiary of the Company, Mr. Vincent Brana and certain other parties in
     the United States District Court for the Southern District of New York
     alleging, among other things, that Securities Courier had fraudulently
     obtained automobile liability insurance from Liberty Mutual in the late
     1980s and early 1990s at below market rates. This suit, which claims common
     law fraud, fraudulent inducement, unjust enrichment and violations of the
     civil provisions of the Federal RICO statute, among other things, seeks an
     unspecified amount of compensatory and punitive damages from the
     defendants, as well as attorneys' fees and other expenses. Three additional
     defendants were added by way of a second amended complaint on April 9,
     1998. Securities and Mr. Brana have filed cross claims against each of
     these additional defendants and certain original defendants who had acted
     as insurance brokers for certain of the policies at issue. Under the terms
     of its acquisition of Securities, the Company has certain rights to
     indemnification from Mr. Brana. In connection with the indemnification, Mr.
     Brana has entered into a Settlement Agreement and executed a Promissory
     Note in the amount of up to $500,000 or such greater amount as may be due
     for any defense costs or award arising out of this suit. Mr. Brana has
     agreed to repay the Company on December 1, 2002, together with interest
     calculated at a rate per annum equal to the rate charged the Company by its
     senior lender. In April 1999 a motion for summary judgment was filed and
     denied by the Court in December 1999. The plaintiff subsequently filed a
     Third Amended Complaint for breach of contract and additional claims for
     quantum meruit. The parties are presently participating in court-ordered
     non-binding mediation in an attempt to resolve this litigation which
     extends the time to respond to the Third Amended Complaint until thirty
     days after completion of the final mediation session, subject to the
     Court's

                                       7
<PAGE>

     approval. Mediation efforts continue at this time. Due to the continuing
     legal costs in defending this suit, Mr. Brana has delivered 357,301 shares
     of CD&L common stock to the Company as collateral for the note. The Company
     does not believe that an adverse determination in this matter would result
     in a material adverse effect on the consolidated financial position or
     results of operations of the Company.

     The Company is, from time to time, a party to litigation arising in the
     normal course of its business, most of which involves claims for personal
     injury and property damage incurred in connection with its same-day ground
     and air delivery operations. Management believes that none of these
     actions, including the action described above, will have a material adverse
     effect on the consolidated financial position or results of operations of
     the Company.

(6)  INCOME (LOSS) PER SHARE:

     Basic income (loss) per share includes no dilution and is computed by
     dividing income (loss) available to common stockholders by the
     weighted-average number of common shares outstanding for the period.
     Diluted income (loss) per share reflects the potential dilution if certain
     securities are converted and also includes certain shares that are
     contingently issuable. Because of the Company's net loss for the six months
     ended June 30, 2000, equivalent shares represented by 67,185 Stock Options,
     506,059 Warrants and 51,169 Employee Stock Purchase Plan shares would be
     anti-dilutive and therefore are not presented for the six months ended June
     30, 2000.

     A reconciliation of weighted average common shares outstanding to weighted
     average common shares outstanding assuming dilution follows:

<TABLE>
<CAPTION>
                                                     Three Months Ended                  Six Months Ended
                                                          June 30,                          June 30,
                                             --------------------------------      ------------------------------
                                                  2000              1999               2000              1999
                                             ---------------    -------------      -------------     ------------
<S>                                               <C>                <C>                <C>               <C>
     Basic weighted average
      common shares outstanding                  7,353              7,246              7,353             7,095
     Effect of dilutive securities:
         Stock options                              12                208                  -               184
         Warrants                                  506                506                  -               427
         ESPP                                       44                  2                  -                 4
                                                 -----              -----              -----             -----
     Diluted weighted average
       common shares
       outstanding                               7,915              7,962              7,353             7,710
                                                 =====              =====              =====             =====
</TABLE>

     The following common stock equivalents were excluded from the computation
     of diluted earnings per share because the exercise or conversion price was
     greater than the average market price of common shares:

<TABLE>
<CAPTION>
                                                     Three Months Ended                  Six Months Ended
                                                          June 30,                          June 30,
                                             --------------------------------      ------------------------------
                                                  2000              1999               2000              1999
                                             ---------------    -------------      -------------     ------------
<S>                                             <C>                <C>               <C>                <C>
     Stock options                              1,627,619          555,442           1,038,002          555,442
     Subordinated
         convertible debentures                   145,750          161,818             145,750          161,818
     Seller financed
         convertible notes                        593,332          676,666             593,332          676,666

</TABLE>


                                       8
<PAGE>

     Item 2 - Management's Discussion and Analysis of Financial Condition and
     Results of Operations

     Overview

     The following discussion of the Company's results of operations and of its
     liquidity and capital resources should be read in conjunction with the
     condensed consolidated financial statements of the Company and the related
     notes thereto which appear elsewhere in this report.

     Disclosure Regarding Forward-Looking Statements

     The Company is provided a "safe harbor" for forward-looking statements
     contained in this report by the Private Securities Litigation Reform Act of
     1995. The Company may discuss forward-looking information in this report
     such as its expectations for future business development, cost reduction
     programs, product-based operating structures, revenue growth and fuel,
     insurance and labor cost controls, as well as its liquidity and capital
     needs and its future prospects. These forward-looking statements involve
     certain risks and uncertainties that may cause the actual events or results
     to differ materially from those indicated by such forward-looking
     statements. Potential risks and uncertainties include without limitation
     the risk that the Company will be unable to continue growing revenue
     internally, or that the Company's cost reduction programs will fail to
     prevent further erosion of its profit margins or cause loss of key
     personnel, or that the Company's industry-based strategic re-positioning
     will fail to generate revenue growth, profitability, operating efficiencies
     or improved service levels, or that the Company will be unable to reduce
     its fuel, labor and insurance costs, or that the Company will be unable to
     achieve the other cost savings or additional profits for forward quarters
     contemplated by the Company's business management strategy, or that the
     Company will be unable to continue to meet its financial covenants under
     existing credit lines or otherwise have adequate credit facilities to
     support its operations and revenue growth or other risks specified in the
     Company's Form 10-K and other SEC filings.

     RESULTS OF OPERATIONS

     Income and Expense as a Percentage of Revenue

<TABLE>
<CAPTION>
                                                     For the Three Months               For the Six Months
                                                            Ended                             Ended
                                                           June 30,                          June 30,
                                              --------------------------------     -----------------------------
                                                   2000              1999             2000             1999
                                              ---------------    -------------     ------------    -------------
<S>                                                <C>               <C>               <C>              <C>
     Revenue                                       100.0%            100.0%            100.0%           100.0%

     Gross profit                                   23.0%             23.6%             22.4%            23.3%

     Selling, general, and
        administrative expenses                     19.4%             18.2%             20.5%            18.6%

     Depreciation and amortization                   1.9%              1.9%              1.9%             1.9%

     Operating income                                1.7%              3.6%              0.0%             2.8%

     Interest expense                                1.6%              1.6%              1.6%             1.4%

     Net income (loss)                               0.2%              1.3%             (0.8)%            1.0%

</TABLE>


                                       9
<PAGE>



     Six Months Ended June 30, 2000 Compared to the Six Months Ended June 30,
     1999

     Revenue for the first half of 2000 increased by $11.6 million, or 10.8%, to
     $118.8 million from $107.2 million for the first half of 1999. Ground
     delivery revenue grew by 12.9% to $84.9 million and air courier revenue
     grew 6.1% to $33.9 million for the first half of 2000 compared to the same
     period in 1999. Revenue from acquisitions completed in 1999 contributed
     $3.0 million and $2.6 million to the ground and air courier revenue
     increases, respectively.

     Cost of revenue increased by $9.9 million, or 12.0%, to $92.1 million for
     the first six months of 2000 from $82.2 million for the first six months of
     1999. Cost of revenue for the six months ended June 30, 2000 represents
     77.6% of revenues as compared to 76.7% for the same period in 1999. The
     increase in cost of revenue is due to an increase in ground delivery cost
     of revenue, which is primarily in the contract distribution business. This
     business typically has lower initial margins due to start-up costs.
     Additionally, labor and vehicle operating costs increased in 2000, but were
     partially offset by a reclassification of $1.1 million in certain salaries
     to selling, general, and administration ("SG&A") expense. The increased
     labor cost is attributable to the tight labor market for reliable drivers
     and sub-contractors.

     SG&A expenses increased by $4.5 million, or 22.6%, to $24.4 million for the
     first six months of 2000 from $19.9 million for the same period in 1999.
     Stated as a percentage of revenue, SG&A increased to 20.5% for the six
     months ended June 30, 2000 as compared to 18.6% for the same period in
     1999. In addition to the $1.1 million reclassification from cost of
     revenue, the variance is primarily attributable to increased staffing and
     related expenses, the administrative expenses of the companies acquired in
     1999, bad debt expense recorded as a result of a previous customer filing
     for bankruptcy protection and increased consulting expenses.

     Depreciation and amortization increased $0.2 million to $2.3 million for
     the six months ended June 30, 2000 as compared to $2.1 million for the same
     period in 1999, primarily reflecting an increase in goodwill amortization
     expense as a result of the Company's acquisitions in 1999.

     As a result of the factors discussed above, operating income decreased by
     $3.0 million for the six months ended June 30, 2000 as compared to the same
     period in 1999.

     Interest expense increased by $0.4 million to $1.9 million for the six
     months ended June 30, 2000 as compared to $1.5 million for the same period
     in 1999, primarily due to increased borrowings and higher interest rates.
     Interest expense is expected to continue to increase as a result of higher
     interest rates being charged under the amended credit facilites.

     Net income (loss) decreased by $2.1 million to a loss of $(1.0) million for
     the six months ended June 30, 2000 as compared to income of $1.1 million
     for the same period in 1999 for the reasons discussed above.

     Three Months Ended June 30, 2000 Compared to the Three Months Ended June
     30, 1999

     Revenue for the second quarter of 2000 increased by $3.0 million, or 5.4%,
     to $58.8 million from $55.8 million for the second quarter of 1999. Ground
     delivery revenue grew by 7.7% to $42.0 million and air courier revenue
     decreased .5% to $16.8 million for the second quarter of 2000 compared to
     the same period in 1999. Revenue from acquisitions completed in 1999
     contributed $0.7 million to the ground revenue increase.


                                       10
<PAGE>


     Cost of revenue increased by $2.7 million, or 6.3%, to $45.3 million for
     the second quarter of 2000 from $42.6 million for the second quarter of
     1999. Cost of revenue for the three months ended June 30, 2000 represents
     77.0% of revenues as compared to 76.4% for the same period in 1999. The
     increase in cost of revenue is due to an increase in ground delivery cost
     of revenue, which is primarily in the contract distribution business. This
     business typically has lower initial margins due to start-up costs.
     Additionally, labor and vehicle operating costs increased in 2000, but were
     partially offset by a reclassification of $0.6 million in certain salaries
     to SG&A expense. The increased labor cost is attributable to the tight
     labor market for reliable drivers and sub-contractors.

     SG&A expenses increased by $1.2 million, or 11.8%, to $11.4 million for the
     second quarter of 2000 from $10.2 million for the same period in 1999.
     Stated as a percentage of revenue, SG&A increased to 19.4% for the three
     months ended June 30, 2000 as compared to 18.2% for the same period in
     1999. In addition to the $0.6 million reclassification from cost of
     revenue, the variance is primarily attributable to increased staffing and
     related expenses and the administrative expenses of the companies acquired
     in 1999.

     As a result of the factors discussed above, operating income decreased by
     $1.0 million to $1.0 million for the quarter ended June 30, 2000 as
     compared to $2.0 million for the same period in 1999.

     Interest expense increased by $0.1 million to $1.0 million for the three
     months ended June 30, 2000 as compared to $0.9 million for the same period
     in 1999, primarily due to increased borrowings and higher interest rates.
     Interest expense is expected to continue to increase as a result of higher
     interest rates being charged under the amended credit facilities.

     Net income decreased by $0.6 million to $0.1 million for the three months
     ended June 30, 2000 as compared to $0.7 million for the same period in 1999
     for the reasons discussed above.

     Liquidity and Capital Resources

     Working capital decreased from $6.0 million as of December 31, 1999 to $2.1
     million as of June 30, 2000. This decrease of $3.9 million reflects an
     increase in the amount of short-term borrowings outstanding and long-term
     debt maturing in the next twelve months. Cash and cash equivalents
     increased from $0.3 million to $0.5 million. Cash was provided by financing
     activities (an increase in the Company's borrowings on its line of credit
     offset by repayments of long-term debt) and used in operations (primarily
     as a result of the net loss for the six month period) as well as to finance
     acquisitions of equipment and leasehold improvements. Capital expenditures
     amounted to $0.8 million and $1.1 million for the six months ended June 30,
     2000 and 1999, respectively. These expenditures primarily upgraded Company
     computer system capability and maintained Company facilities in the
     ordinary course of business. As of June 30, 2000 the Company had available
     $5.7 million under its revolving credit facility after adjusting for the
     restrictions for outstanding letters of credit and the subordinated
     debentures. However, subsequent to June 30, 2000, use of availability for
     increased letter of credit commitments as well as restrictions on
     availability per the modified debt agreements have substantially decreased
     the amount available.

     Management believes that anticipated cash flows generated from operations,
     together with its borrowing capacity, are sufficient to support the
     Company's operations and general business and liquidity requirements for
     the foreseeable future. However, if cash flows from operations materially
     fall short of our projections, no assurances can be given with respect to
     the adequacy of existing credit lines, or the availability of alternative
     borrowing sources.

     Inflation

     Other than the described effects of recent fuel increases and labor costs,
     inflation has not had a material impact on the Company's results of
     operations for the past three years.


                                       11
<PAGE>


     Quantitative and Qualitative Disclosures About Market Risk

     CD&L's major "market risk" exposure is the effect of changing interest
     rates. CD&L manages its interest expense by using a combination of fixed
     and variable rate debt. At June 30, 2000, the Company's debt consisted of
     approximately $25.0 million of fixed rate debt with a weighted average
     interest rate of 10.7% and $9.8 million of variable rate debt with a
     weighted average interest rate of 9.3% The amount of variable rate debt
     fluctuates during the year based on CD&L's cash requirements. If interest
     rates on such variable rate debt were to increase by 85 basis points
     (one-tenth of the rate at June 30, 2000), the net impact to the Company's
     results of operations and cash flows for the six month period ended June
     30, 2000 would be a decrease of approximately $38,000.


                                       12
<PAGE>


                           Part II - OTHER INFORMATION

     Item 1 - Legal Proceedings.

     In February 1996, Liberty Mutual Insurance Company ("Liberty Mutual") filed
     an action against Securities Courier Corporation ("Securities"), a
     subsidiary of the Company, Mr. Vincent Brana and certain other parties in
     the United States District Court for the Southern District of New York
     alleging, among other things, that Securities Courier had fraudulently
     obtained automobile liability insurance from Liberty Mutual in the late
     1980s and early 1990s at below market rates. This suit, which claims common
     law fraud, fraudulent inducement, unjust enrichment and violations of the
     civil provisions of the Federal RICO statute, among other things, seeks an
     unspecified amount of compensatory and punitive damages from the
     defendants, as well as attorneys' fees and other expenses. Three additional
     defendants were added by way of a second amended complaint on April 9,
     1998. Securities and Mr. Brana have filed cross claims against each of
     these additional defendants and certain original defendants who had acted
     as insurance brokers for certain of the policies at issue. Under the terms
     of its acquisition of Securities, the Company has certain rights to
     indemnification from Mr. Brana. In connection with the indemnification, Mr.
     Brana has entered into a Settlement Agreement and executed a Promissory
     Note in the amount of up to $500,000 or such greater amount as may be due
     for any defense costs or award arising out of this suit. Mr. Brana has
     agreed to repay the Company on December 1, 2002, together with interest
     calculated at a rate per annum equal to the rate charged the Company by its
     senior lender. In April 1999 a motion for summary judgment was filed and
     denied by the Court in December 1999. The plaintiff subsequently filed a
     Third Amended Complaint for breach of contract and additional claims for
     quantum meruit. The parties are presently participating in court-ordered
     non-binding mediation in an attempt to resolve this litigation which
     extends the time to respond to the Third Amended Complaint until thirty
     days after completion of the final mediation session, subject to the
     Court's approval. Mediation efforts continue at this time. Due to the
     continuing legal costs in defending this suit, Mr. Brana has delivered
     357,301 shares of CD&L common stock to the Company as collateral for the
     note. The Company does not believe that an adverse determination in this
     matter would result in a material adverse effect on the consolidated
     financial position or results of operations of the Company.

     The Company is, from time to time, a party to litigation arising in the
     normal course of its business, most of which involves claims for personal
     injury and property damage incurred in connection with its same-day ground
     and air delivery operations. Management believes that none of these
     actions, including the action described above, will have a material adverse
     effect on the consolidated financial position or results of operations of
     the Company.


                                       13
<PAGE>

Item 4 - Submission of Matters to a Vote of Security Holders.

         On June 14, 2000, the Company held its annual meeting of stockholders.
The following sets forth a brief description of each matter which was acted
upon, as well as the votes cast for, against or withheld for each such matter,
and, where applicable, the number of abstentions and broker non-votes for each
matter:

         1.   Election of Directors.

              Name of Director             Votes For            Withheld
              ----------------             ---------            --------
              Class II
              Michael Brooks               6,116,109             170,536
              Jon F. Hanson                6,116,506             170,139
              Matthew Morahan              6,116,506             170,139

         2.   Approval of the Year 2000 Stock Incentive Plan.

               Votes For:                  2,335,376
               Votes Against:              1,021,218
               Abstentions:                    8,042
               Broker Non-Votes:           2,922,009


         3.   Approval of the Amendments to the Employee Stock Purchase Plan.

               Votes For:                  6,202,845
               Votes Against:                 79,480
               Abstentions:                    4,320


         4.   Approval of the Amendment to the Second Amended and Restated
              Certificate of Incorporation to change the name of the Company to
              CD&L, Inc.

               Votes For:                  6,193,197
               Votes Against:                 40,503
               Abstentions:                   52,945


         5.   Ratification of the selection by the Board of Directors of Arthur
              Andersen LLP as the Company's independent public accountants for
              2000.

               Votes For:                  5,519,043
               Votes Against:                756,155
               Abstentions:                   11,447

Item 6 - Exhibits and Reports on Form 8-K

(a)      Exhibits

          3(i)  Certificate of Amendment of Second Amended and Restated
                Certificate of Incorporation of Consolidated Delivery &
                Logistics, Inc. (for electronic submission only)

          10.1  August 17, 2000 Letter Amendment to the Loan and Security
                Agreement dated July 14, 1997, as modified.

          10.2  First Amendment and Consent dated August 17, 2000 to the Senior
                Subordinated Loan Agreement dated January 29, 1999.

          27.1  Financial Data Schedule (for electronic submission only)

(b)      Reports on Form 8-K

                No reports of Form 8-K were filed in the second quarter of 2000.


                                       14

<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



         Dated: August 21, 2000                       CD&L, INC.




                                                     By: \s\ Russell J. Reardon
                                                         -----------------------
                                                         Russell J. Reardon
                                                         Vice President and
                                                         Chief Financial Officer

                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 3(I)
<TEXT>

<PAGE>

                                                                    EXHIBIT 3(i)


                            CERTIFICATE OF AMENDMENT
                                       OF
            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                     CONSOLIDATED DELIVERY & LOGISTICS, INC.



         Consolidated Delivery & Logistics, Inc., a corporation duly organized
and existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:

         1. The name of Corporation is Consolidated Delivery & Logistics, Inc.

         2. The Second Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended to effect the following amendment, which was
adopted by the Board of Directors and by the holders of a majority of the
outstanding shares of common stock of the Corporation entitled to vote thereon,
in accordance with the provisions of Section 242 of the Delaware General
Corporation Law. To change the name of the Corporation from Consolidated
Delivery & Logistics, Inc. to "CD&L, Inc.", the first paragraph of Article First
of the Second Amended and Restated Certificate of Incorporation is deleted and
the following is substituted in lieu thereof:

         FIRST: The name of the Corporation is "CD&L, Inc."

         IN WITNESS WHEREOF, the undersigned being the duly elected officer of
the Corporation, has executed this Certificate of Amendment and affirms the
statements contained therein on this 14th day of June, 2000.

                                      CONSOLIDATED DELIVERY & LOGISTICS, INC.



                                      By: _____________________________
                                            Albert W. Van Ness, Jr.
                                            Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>




<PAGE>
                                                                    EXHIBIT 10.1
                                                           as of August 17, 2000
CD&L, Inc.
    and Subsidiaries
80 Wesley Street
South Hackensack, New Jersey 07606

                  Re:  Loan and Security Agreement dated July 14, 1997
                       as modified (the "Loan Agreement")

Gentlemen:

                  This is to confirm our approval, subject to the terms and
conditions set forth herein, of your request for an increase in the maximum
amount of Bank Letters of Credit, and for other modifications to the terms set
forth in the Loan Agreement. Accordingly we have mutually agreed to the
following:

A. Paragraphs 1.3, 1.13, and 1.31 of the Loan Agreement are hereby modified to
read as follows:

         1.3 "ADVANCES" means all loans and other financial accommodations,
         including without limitation Bank Letters of Credit, by Lender or Bank
         or a Lender Affiliate, to or on behalf of Borrower under the revolving
         credit facility provided for in paragraph 2.1 of this Agreement.

         1.13 "CASH FLOW LEVERAGE RATIO" means at any date the ratio of (A)
         Total Funded Debt at said date divided by the EBITDA for the period
         ending on said date, provided that with respect to the fiscal quarters
         of Borrower ending on September 30, 2000 and through March 31, 2001,
         notwithstanding the definition of EBITDA, for the purpose of
         calculating the Cash Flow Leverage Ratio the EBITDA shall be calculated
         on an annualized basis for the fiscal quarters ending on and after
         September 30, 2000; for example,

                  (i) for the quarter ending September 30, 2000 the EBITDA shall
         be calculated based upon the income and expenses of Borrower for said
         quarter times 4 rather than for the 12 month period ending September
         30, 2000;

                  (ii) for the quarter ending December 31, 2000 the EBITDA shall
         be calculated based upon the income and expenses of Borrower for the
         quarters ending September 30, 2000 and December 31, 2000 times 2; and

                  (iii) for the quarter ending March 31, 2001 the EBITDA shall
         be calculated based upon the income and expenses of Borrower for the
         quarters ending September 30, 2000 and December 31, 2000 and March 31,
         2001 divided by 3 and multiplied by 4.

                  For the quarter ending June 30, 2001 and each quarter
         thereafter the EBITDA shall be calculated on the income and expenses of
         Borrower for the 4 quarters ending on such date.

         1.31 "FIXED CHARGE COVERAGE RATIO" means at any date the ratio of
         (A)(i) the EBITDA minus (ii) all unfunded Capital Expenditures,
         dividends, and taxes paid during the 12 months ending on said date
         divided by (B) the sum of (i) the current portion of long-term debt
         paid or scheduled to be paid during the twelve (12) months ending on
         such date plus (ii) the interest expense for the twelve (12) months
         ending on said date, provided however that:

                  (x) for the fiscal quarter ending September 30, 2000 the ratio
         shall be calculated as (A)(i) the EBITDA calculated based upon the
         income and expenses of Borrower for the three (3) months ending on such
         date minus (ii) all unfunded Capital Expenditures, dividends, and taxes
         paid during the three (3) months ending on said date divided by (B) the
         sum of (i) the current portion of long-term debt paid or scheduled to
         be paid during the three (3) months ending on such date plus (ii) the
         interest expense for the three (3) months ending on said date;

                  (y) for the fiscal quarter ending December 31, 2000 the ratio
         shall be calculated as (A)(i) the EBITDA calculated based upon the
         income and expenses of Borrower for the six (6) months ending on such
         date minus (ii) all unfunded Capital Expenditures, dividends, and taxes
         paid during the six (6) months ending on said date divided by (B) the
         sum of (i) the current portion of long-term debt paid or scheduled to
         be paid during the six (6) months ending on such date plus (ii) the
         interest expense for the six (6) months ending on said date; and


<PAGE>

                  (z) for the fiscal quarter ending March 31, 2001 the ratio
         shall be calculated as (A)(i) the EBITDA calculated based upon the
         income and expenses of Borrower for the nine (9) months ending on such
         date minus (ii) all unfunded Capital Expenditures, dividends, and taxes
         paid during the nine (9) months ending on said date divided by (B) the
         sum of (i) the current portion of long-term debt paid or scheduled to
         be paid during the nine (9) months ending on such date plus (ii) the
         interest expense for the nine (9) months ending on said date.

B. Notwithstanding any terms of the Loan Agreement or other Loan Documents to
the contrary, including without limitation paragraphs 1.48, 1.66, 1.79, 1.96 and
2.2(D) of the Loan Agreement, for the period from August 1, 2000 through and
including March 31, 2001:

                  (i)   the Libor Margin shall be 2.0%;

                  (ii)  the Prime Rate Margin shall be 0.25%,

                  (iii) the Standby L/C Fee Percentage shall be 2.0%; and

                  (iv)  the Unused Commitment Fee Rate shall be .50%.

C. The first sentence of subparagraph 2.1 (A) of the Loan Agreement is hereby
modified to read as follows:

         2.1      REVOLVING CREDIT FACILITY
                  -------------------------

                   (A) Facility. So long as no Default nor Event of Default
         exists, Lender shall, from time to time hereafter, through the
         Expiration Date, lend to, or make financial accommodations by way of
         Bank Letters of Credit on behalf of, Borrower such amounts as the
         Borrower may from time to time request, based upon the Eligible Loan
         Value of Eligible Accounts Receivable as may exist from time to time,
         but not to exceed the Borrowing Base, and as may be reported by
         Borrower to Lender on a borrowing base report (the "Borrowing Base
         Report") in the form of Exhibit 2.1 which is to be submitted by
         Borrower to Lender in accordance with paragraph 6.6 hereof, provided
         that the aggregate outstanding amount of Bank Letters of Credit shall
         not exceed (i) Three Million Five Hundred Thousand Dollars
         ($3,500,000.00) through August 10, 2000, (ii) Five Million Eight
         Hundred Thousand Dollars ($5,800,000.00) from August 11, 2000 through
         June 30, 2001, and (iii) Eight Million Seven Hundred Thousand Dollars
         ($8,700,000.00) from July 1, 2001 through the Expiration Date.

D. The first sentence of subparagraph 2.4 of the Loan Agreement is hereby
modified to read as follows:

         2.4      PREPAYMENT AND EARLY TERMINATION
                  --------------------------------

                  (A) If on any day the sum of the aggregate outstanding
         principal balance of the Advances under paragraph 2.1 hereof shall
         exceed the Borrowing Base, Borrower shall, on such day, prepay such
         Advances by an amount equal to such excess.

E. Paragraph 2.7 of the Loan Agreement is hereby modified to add subparagraph
(f) as follows:

                  (f) Excess Availability. After each proposed Advance (and
          after taking into consideration such proposed Advance) Borrower shall
          have Excess Availability of at least

                           (i) One Million Two Hundred  Fifty  Thousand  Dollars
          ($1,250,000.00)  from August 17, 2000 through October 12, 2000;

                           (ii) One Million Five Hundred Thousand Dollars
          ($1,500,000.00) from October 13, 2000 through October 26, 2000;

                           (iii) Two Million Three Hundred Thousand Dollars
          ($2,300,000.00) from October 27, 2000 through November 30, 2000; and

                           (iv) Three Million Dollars ($3,000,000.00) from
          December 1, 2000 on.

F.   Paragraph 6.6 of the Loan Agreement is hereby modified to read as follows:

          6.6      REPORTS OF COLLATERAL AND BORROWING BASE REPORT
                  -----------------------------------------------

                   (A) Borrower shall, within fifteen (15) days of the end of
          each month, deliver to Lender an aging of its Accounts and an aging of
          its accounts payable in such form as may be acceptable to Lender and a
          duly completed accounts receivable reconciliation report in the form
          satisfactory to Lender.

                  (B) Borrower shall furnish to Lender a Borrowing Base Report
          by Friday of each week and as of the close of business of the
          preceding Sunday.
<PAGE>

G. Lender hereby agrees that, effective as of March 31, 2000, notwithstanding
paragraphs 7.2(B) and 7.2(D) of the Loan Agreement to the contrary:

                  (i) for the quarter ending March 31, 2000 the Fixed Charge
Coverage Ratio requirement shall be not less than .85 to
1.0;
                  (ii) for the quarter ending June 30, 2000 the Fixed Charge
Coverage Ratio requirement shall be not less than .75 to
1.0; and
                  (iii) for the quarter ending June 30, 2000 the Cash Flow
Leverage Ratio requirement shall be not more than 4.2 to
1.0.

H. In consideration of Lender entering into this letter modification agreement,
Borrower shall, contemporaneous with the execution hereof, pay to Lender a fee
of $17,500.00.

I. Borrower represents that the remaining payments due during the calendar
quarter September 30, 2000 under the existing Seller Indebtedness is not in
excess of Three Hundred Thirty Thousand Dollars ($330,000.00) and which Seller
Indebtedness is Subordinated Debt. Borrower hereby covenants and agrees that
notwithstanding any terms of the Loan Agreement or other Loan Documents to the
contrary, Borrower will not make any payments after the date hereof and through
September 30, 2000 on account of the Seller Indebtedness (a) if an Event of
Default exists under the Loan Agreement or would exist if such payment is made,
and (b) in excess of said Three Hundred Thirty Thousand Dollars ($330,000.00)
without furnishing to Lender at least two (2) Business Days prior written notice
thereof.

J. Borrower represents that annexed hereto is a true, accurate and complete copy
of an Amendment and Consent between CD&L, Inc and the holders of the 1999
Subordinated Notes (the "Sub Note Holder Consent"). To the extent required by
paragraph 7.17(ii) of the Loan Agreement, Lender hereby consents to CD&L Inc.'s
entry into the Sub Note Holder Consent, in the form annexed hereto, solely to
the extent that such Sub Note Holder Consent increases the interest rate on the
1999 Subordinated Notes. This consent shall not be deemed a waiver of compliance
by Borrower with any other terms of the Loan Agreement or other Loan Documents,
specifically and without limitation, shall not (i) constitute a consent to the
sale of any assets of the Borrower, without the prior written consent of Lender,
or if Lender consent to a sale, to the use of the proceeds thereof for any
purpose other than to be applied on account of the Obligations of Borrower to
Lender and (ii) constitute a consent to the prepayment of any portion of the
1999 Subordinated Notes.

     Our approval as aforesaid shall not constitute a waiver of any Events of
Default, if any so exist, or any future violation of any provisions of the Loan
Agreement or any other Loan Documents.

                  By your execution hereof Borrower agrees to pay all costs and
expenses, including reasonable attorneys fees and disbursements, incurred by
Lender in connection with the preparation of this letter agreement. Capitalized
terms not defined herein but defined in the Loan Agreement shall have the same
meaning ascribed to such terms in the Loan Agreement. Your execution shall also
act as your representation that the execution of this letter agreement has been
authorized by all required corporate action, that this letter agreement
constitutes the valid and binding obligation of the Borrower, is enforceable in
accordance with its terms, and constitutes one of the Loan Documents, that no
Default or Event of Default exists and that no Material Adverse Change of the
Borrower has occurred since the date of the most recent financial statements of
Borrower furnished to Lender and the Borrower's reaffirmation of its grant to
Lender of a Lien on the Collateral.

                  Except as herein set forth, the Loan Agreement and all other
Loan Documents shall remain in full force and effect. Our agreement as aforesaid
is subject to your written agreement with the terms hereof by signing and
returning a copy hereof where so indicated below. This letter may be executed in
counterparts.

                                     First Union Commercial Corporation



                                     By:
                                        ----------------------------------
                                          name:
                                          title:
Agreed to:

CD&L, Inc.
and other Borrowers under the Loan Agreement


By:
   ----------------------------------
      name:
      title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

<PAGE>
                                                                    EXHIBIT 10.2


                           FIRST AMENDMENT AND CONSENT
                           ---------------------------

                  AMENDMENT AND CONSENT (this "Amendment"), dated as of August
17, 2000, among CD&L, INC. (f/k/a Consolidated Delivery & Logistics, Inc.), a
Delaware corporation (the "Borrower"), and the financial institutions party to
the Loan Agreement referred to below (the "Lenders"). All capitalized terms used
herein and not otherwise defined herein shall have the respective meanings
provided such terms in the Loan Agreement referred to below.


                              W I T N E S S E T H :
                              - - - - - - - - - - -


                  WHEREAS, the Borrower and the Lenders are parties to the Loan
Agreement, dated as of January 29, 1999 (as amended, modified and/or
supplemented through, but not including, the date hereof, the "Loan Agreement");
and

                  WHEREAS, the Borrower has requested, and the Lenders have
agreed, to the amendments and consents provided herein, in each case on the
terms and conditions set forth herein;

                  NOW, THEREFORE, it is agreed:

                  1. Section 1.01 of the Loan Agreement is hereby amended by
deleting the text "(each, a "Loan" and, collectively, the "Loans")" appearing in
said Section.

                  2. Section 1.02 of the Loan Agreement is hereby amended by
inserting the text "on such date" immediately after the word "Loans" appearing
in said Section.

                  3. Section 1.04(a) of the Loan Agreement is hereby amended by
deleting said Section in its entirety and inserting the following new Section
1.04(a) in lieu thereof:

                  "(a) The Borrower's obligation to pay the principal of, and
interest on, each Loan made to it by each Lender (other than a Loan evidenced by
a Subsequent Loan PIK Note) shall be evidenced by a promissory note
substantially in the form of Exhibit A-1, with blanks appropriately completed in
conformity herewith (each, a "Non-PIK Note" and, collectively, the "Non-PIK
Notes")."

                  4. Section 1.04 of the Loan Agreement is hereby further
amended by (i) deleting the word "Note" appearing in Section 1.04(b) of the Loan
Agreement and inserting the text "Non-PIK Note" in lieu thereof, (ii)
redesignating clause (c) of said Section as clause (d) and (iii) inserting the
following new clause (c) immediately after clause (b) appearing in said Section:

                  "(c) On each date prior to the Final Compliance Date in
respect of which the Borrower has elected pursuant to Section 1.05(a)(II) to pay
a portion (the "PIK Portion") of the interest payable on such date through the
issuance of Subsequent Loan PIK Notes, the Borrower shall execute and deliver to
each Lender with Loans outstanding on such date a promissory note substantially
in the form of Exhibit A-2 hereto in a principal amount equal to such Lender's
pro rata portion of such PIK Portion and with other appropriate insertions
(each, a "Subsequent Loan PIK Note"). Each Subsequent Loan PIK Note shall bear
interest from time to time from the date of its issuance at the same rate borne
by the outstanding Non-PIK Notes, which interest shall be payable on the same
basis as the interest on the outstanding Non-PIK Notes is payable."


<PAGE>

                  5. Section 1.05(a) of the Loan Agreement is hereby amended by
deleting said Section in its entirety and inserting the following new Section
1.05(a) in lieu thereof:

                  "(a) (I) The Borrower agrees to pay interest in respect of the
unpaid principal amount of each Loan from the date such Loan is made until the
maturity thereof (whether by acceleration or otherwise), at a rate which shall
at all times be equal to 12% per annum; provided that notwithstanding the
foregoing, (i) during the period commencing on July 1, 2000 and ending on the
earliest of (w) the maturity of such Loan (whether by acceleration or
otherwise), (x) December 31, 2000, (y) that date on which the Borrower delivers
to each of the Lenders an officer's certificate from the chief financial officer
of the Borrower, which certificate shall demonstrate the Borrower's compliance
with Sections 6.07 and 6.08 as if Sections 7 and 8 of the First Amendment were
not effective on such date, attach financial calculations (in reasonable detail)
establishing such compliance and otherwise be in a form satisfactory to the
Lenders and (z) that date after the effectiveness of the First Amendment upon
which (A) the Borrower and/or any of its Subsidiaries shall have received Net
Sale Proceeds from the sale, transfer and/or other disposition by the Borrower
and/or any of its Subsidiaries to any Person (other than the Borrower or any of
its Subsidiaries) of any assets of the Borrower and/or such Subsidiaries
(including, without limitation, capital stock and securities held by any such
Person but excluding sales, transfers or other dispositions of inventory in the
ordinary course of business) exceeding $12.0 million in the aggregate for all
such sales, transfers and other dispositions, (B) the Borrower shall have
utilized at least $12.0 million of such Net Sale Proceeds to (i) make permanent
repayments of term loans, or permanent reductions of revolving commitments,
under the Credit Agreement and/or (ii) prepay at least 50% of the aggregate
principal amount the Loans outstanding on the date hereof in accordance with the
requirements of Section 2.02 and (C) a senior executive officer of the Borrower
shall have delivered an officer's certificate to the Lenders certifying
compliance with the requirements of clauses (A) and (B) above (with the earlier
of the dates referred to in clauses (y) and (z) above being herein called the
"Asset Sale/Financial Covenant Compliance Date"), the Borrower agrees to pay to
each Lender interest in respect of the unpaid principal amount of each such Loan
made by such Lender at a rate equal to 13% and (ii) during the period commencing
on January 1, 2001 and ending on the Final Compliance Date, the Borrower agrees
to pay to each Lender interest in respect of the unpaid principal amount of each
such Loan made by such Lender at a rate equal to 13% plus (i) at any time during
the fiscal quarter of the Borrower ended March 31, 2001, 0.50%, (ii) at any time
during the fiscal quarter of the Borrower ended June 30, 2001, 1.00%, (iii) at
any time during the fiscal quarter of the Borrower ended September 30, 2001,
1.50% and (iv) at any time thereafter, 2.00%.

                  (II) To the extent the interest on all Loans determined
according to Section 1.05(a)(I) for any period for which interest is to be paid
as provided in Section 1.05(c) exceeds the interest that would be payable on all
Loans for such period if the applicable rate were 14% per annum, the Borrower
may elect to pay, through the issuance of Subsequent Loan PIK Notes as
contemplated by Section 1.04(c) in an aggregate principal amount equal thereto,
a portion (which may be 100%) of the excess interest that has so accrued as the
Borrower elects by giving written notice (or telephone notice confirmed in
writing) to the Lenders at least one Business Day prior to the applicable
interest payment date. If the Borrower elects to pay all or any portion of such
excess interest through the issuance of Subsequent Loan PIK Notes, each Lender
will receive its pro rata share of Subsequent Loan PIK Notes and cash interest
paid. Notwithstanding the foregoing, all interest due on any past due amounts
pursuant to this Agreement (including interest accruing at the increased rates
provided in Section 1.05(c)) shall be payable only in cash, and no portion
thereof shall be satisfied through the issuance of Subsequent Loan PIK Notes.".

                  6. Section 1.05(b) of the Loan Agreement is hereby amended by
(i) deleting the text "14%" appearing in said Section and inserting the text
"the rate which is 2.0% in excess of the higher of (x) the rate borne by such
Loan immediately prior to the respective payment default and (y) the rate
applicable to such Loan from time to time as specified in Section 1.05(a)(I)"
and (ii) deleting the text "17%" appearing in said Section and inserting the
text "the rate which is 3.0% in excess of the higher of (x) the rate borne by
such Loan immediately prior to the respective payment default and (y) the rate
applicable to such Loan from time to time as specified in Section 1.05(a)(I)".

                  7. Notwithstanding anything to the contrary contained in the
definition of Consolidated EBITDA appearing in the Loan Agreement or elsewhere

<PAGE>

in the Loan Agreement, for purposes of any determination of compliance with
Section 6.07 or 6.08 of the Loan Agreement, the Consolidated EBITDA for the
fiscal quarter of the Borrower ended March 31, 2000 included in the Consolidated
EBITDA for any period of four consecutive fiscal quarters ending on a date
specified in the tables appearing in either such Section shall be deemed to be
$1,700,000.

                  8. Notwithstanding anything to the contrary contained in the
definition of Fixed Charge Coverage Ratio or elsewhere in the Loan Agreement,
solely for purposes of any determination of compliance with Section 6.08 of the
Loan Agreement for the period of four consecutive fiscal quarters (taken as one
accounting period) ending on September 30, 2000, there shall be excluded from
the calculation of the Fixed Charge Coverage Ratio for such period any deduction
for taxes paid by the Borrower and any of its Subsidiaries during such period
otherwise required by such definition.

                  9. Section 8.01 of the Loan Agreement is hereby amended by (i)
deleting the definitions of "Loan" and "Note" appearing in said Section and (ii)
inserting the following new definitions in appropriate alphabetical order in
said Section:

                  "Asset Sale/Financial Covenant Compliance Date" shall have the
meaning provided in Section 1.05(a).

                  "Final Compliance Date" shall mean, with respect to any Loan,
the earlier to occur of (i) the maturity of such Loan (whether by acceleration
or otherwise) and (y) the Asset Sale/Financial Covenant Compliance Date.

                  "First Amendment" shall mean the First Amendment to this
Agreement, dated as of August 17, 2000.

                  "Loan" shall mean (i) each loan made by a Lender on the
Funding Date pursuant to Section 1.01 and (ii) the initial principal amount of
each Subsequent Loan PIK Note issued hereunder.

                  "Note" shall mean and include each Non-PIK Note and each
Subsequent Loan PIK Note.

                  "Non-PIK Note" shall have the meaning provided in Section
1.04(a).

                  "PIK Portion" shall have the meaning provided in Section
1.04(c).

                  "Subsequent Loan PIK Note" shall have the meaning provided in
Section 1.04(c).

                  10. The Loan Agreement is hereby forth amended by (i)
redesignating Exhibit A thereto as "Exhibit A-1" and (ii) adding Exhibit A-2
thereto in the form of Exhibit A-2 attached hereto.

                  11. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Loan Agreement or any other Loan Document.

                  12. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Lenders.

                  13. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.

                  14. This Amendment shall become effective on the date (the
"First Amendment Effective Date") when (i) the Borrower and the Required Lenders

<PAGE>

shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Lenders at the Notice Office and (ii) the Lenders
shall have received a consent to the Credit Agreement, which consent shall
modify the financial covenants contained therein on a basis satisfactory to the
Required Lenders and otherwise be in form and substance satisfactory to the
Required Lenders.

                  15. In order to induce the Lenders to enter into this
Amendment, the Borrower hereby represent and warrant that (i) no Default or
Event of Default exists as of the First Amendment Effective Date, after giving
effect to this Amendment, and (ii) on the First Amendment Effective Date, after
giving effect to this Amendment, all representations and warranties contained in
the Loan Agreement and in the other Loan Documents are true and correct in all
material respects (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be true and
correct in all material respects only as of such specified date).

                  16. From and after the First Amendment Effective Date, all
references in the Loan Agreement and each of the Loan Documents to the Loan
Agreement shall be deemed to be references to the Loan Agreement as modified
hereby.


                                   *    *    *

<PAGE>


                                                           EXHIBIT A-2

                        FORM OF SUBSEQUENT LOAN PIK NOTE



$[___________]                                         New York, New York
                                                              [----------]

                  FOR VALUE RECEIVED, CD&L, INC. (f/k/a CONSOLIDATED DELIVERY &
LOGISTICS, INC.), a Delaware corporation (the "Borrower"), hereby promises to
pay to the order of _____________ (the "Lender"), in lawful money of the United
States of America in immediately available funds, at the office of the Lender
located at [______________] on the Maturity Date (as defined in the Agreement
referred to below) the principal sum of _____________ DOLLARS ($_____).

                  The Borrower promises also to pay interest on the unpaid
principal amount hereof in like money at said office from the date hereof until
paid at the rates and at the times provided in Section 1.05 of the Agreement
referred to below.

                  This Note is one of the Subsequent Loan PIK Notes referred to
in the Senior Subordinated Loan Agreement, dated as of January 29, 1999, among
the Borrower and the financial institutions from time to time party thereto
(including the Lender) (as amended, modified and/or supplemented from time to
time, the "Agreement") and is entitled to the benefits thereof. This Note is
also entitled to the benefits of the Subordinated Guaranty (as defined in the
Agreement). As provided in the Agreement, this Note is subject to voluntary
prepayment and mandatory repayment prior to the Maturity Date, in whole or in
part. This Note is subordinated to the "Senior Indebtedness" as defined in the
Agreement and the Borrower agrees, and the Lender agrees by accepting this Note,
to the subordination provided in the Agreement.

                  In case an Event of Default (as defined in the Agreement)
shall occur and be continuing, the principal of and accrued interest on this
Note may be declared to be due and payable in the manner and with the effect
provided in the Agreement.

                  The Borrower hereby waives presentment, demand, protest or
notice of any kind in connection with this Note.

                  THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


                                           CD&L, INC.



                                           By:
                                              --------------------------------
                                              Title:


<PAGE>





                  IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.




                                          CD&L, INC.






                                           By:
                                              --------------------------------
                                              Name:
                                              Title:




                                           PARIBAS CAPITAL FUNDING LLC



                                           By:
                                              --------------------------------
                                               Name:
                                               Title:


<PAGE>


                                           EXETER VENTURE LENDERS L.P.


                                           By:  Exeter Venture Advisors, Inc.,
                                                as its general partner


                                           By:
                                              --------------------------------
                                               Name:
                                               Title:



                                           EXETER CAPITAL PARTNERS IV, L.P.

                                           By:  Exeter IV Advisors, L.P., as
                                                its general partner

                                           By:  Exeter IV Advisors, Inc. as
                                                its general partner



                                           By:
                                              --------------------------------
                                                Name:
                                                Title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated statement of operations for the six months ended June 30, 2000
and the consolidated balance sheet as of June 30, 2000 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>                   1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                             515
<SECURITIES>                                         0
<RECEIVABLES>                                   30,625
<ALLOWANCES>                                     2,374
<INVENTORY>                                          0
<CURRENT-ASSETS>                                32,185
<PP&E>                                          18,149
<DEPRECIATION>                                (12,310)
<TOTAL-ASSETS>                                  67,224
<CURRENT-LIABILITIES>                           30,042
<BONDS>                                            729
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                             7
<OTHER-SE>                                      16,380
<TOTAL-LIABILITY-AND-EQUITY>                    67,224
<SALES>                                              0
<TOTAL-REVENUES>                               118,769
<CGS>                                                0
<TOTAL-COSTS>                                   92,131
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 1,170
<INTEREST-EXPENSE>                               1,853
<INCOME-PRETAX>                                (1,637)
<INCOME-TAX>                                     (655)
<INCOME-CONTINUING>                              (982)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (982)
<EPS-BASIC>                                      (.13)
<EPS-DILUTED>                                    (.13)


</TABLE>
</TEXT>
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